Parent Common Stock Value means the average closing price per share of Parent Common Stock as reported on Nasdaq during the 30 trading days prior to the execution of this Agreement.
Parent Common Stock Value means the average closing sale prices for a share of Parent Stock on the New York Stock Exchange, Inc. (the "NYSE") Composite Transactions Tape (as reported by The Wall Street Journal (Northeast edition), or, if not reported thereby, as reported by any other authoritative source) for each of the ten consecutive trading days ending with the second complete trading day prior to the Closing Date (not counting the Closing Date). The Parent Stock Consideration using the Exchange Ratio shall be calculated to the nearest one-ten thousandth of a share of Parent Stock and the Parent Common Stock Value shall be calculated to the nearest one-tenth of one cent. The Cash Consideration and the Parent Stock Consideration to be received by the holders of Common Stock hereunder (together with the cash in lieu of fractional shares of Parent Stock as specified below) are referred to herein collectively as the "MERGER CONSIDERATION".
Parent Common Stock Value has the meaning given to such term in Section 2.4(a)(i).
Examples of Parent Common Stock Value in a sentence
The Parent Stock Consideration using the Exchange Ratio shall be calculated to the nearest one-ten thousandth of a share of Parent Stock and the Parent Common Stock Value shall be calculated to the nearest one-tenth of one cent.
In lieu of a fractional interest in a share of Parent Common Stock, each holder of Shares exchanged pursuant to Section 2.1 who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall receive cash (without interest) in an amount equal to the product of such fractional interest multiplied by the Parent Common Stock Value.
Parent Common Stock shall be valued at the Parent Common Stock Value for purposes of payment of the Earnout Consideration.
Notwithstanding anything to the contrary contained herein, if the Parent Common Stock Value is between $27.00 and $31.91 inclusive, the Parent Common Stock Value shall be deemed to be $27.00, and if the Parent Common Stock Value is between $22.00 and $18.00 inclusive, the Parent Common Stock Value shall be deemed to be $22.00.
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More Definitions of Parent Common Stock Value
Parent Common Stock Value means the average of the closing sale prices (calculated to the nearest tenth of a cent) for a share of Parent Common Stock on the NYSE Composite Transactions Tape (as reported by The Wall Street Journal (Northeast edition), or, if not reported thereby, as reported by any other authoritative source) over the 5 consecutive trading days ending with the second complete trading day prior to the Closing Date (not counting the Closing Date).
Parent Common Stock Value means the volume-weighted average sales price per one (1) share of Parent Common Stock on the NYSE for the thirty (30) full trading days ending on and including the full trading day three (3) Business Days immediately prior to the Closing Date.
Parent Common Stock Value shall have the meaning given to it in Section 1.01;
Parent Common Stock Value means the volume weighted average of the per share daily closing prices of a share of Parent Common Stock on The Nasdaq Global Market, as reported in The Wall Street Journal during the 20 consecutive trading days ending on the fifth trading day prior to the date that the Company Stockholders’ Meeting is held. The Exchange Ratio shall be calculated to the nearest one-ten thousandth of a share of Parent Common Stock and the Parent Common Stock Value shall be calculated to the nearest one-tenth of a cent;
Parent Common Stock Value shall be an amount equal to the average of the daily closing prices (as of 4:00 p.m. eastern time) per share of Parent Common Stock, as reported on the NYSE (as published in The Wall Street Journal or, if not published therein or incorrectly published therein, in another authoritative source mutually selected by Parent and the Company) for the ten (10) consecutive full trading days immediately preceding the two (2) consecutive full trading days immediately preceding the date of the Company Stockholders Meeting; provided, however, that if the Parent has elected to delay the Closing pursuant to Section 2.2(b), the Parent Common Stock Value shall be an amount equal to the average of the daily closing prices (as of 4:00 p.m. eastern time) per share of Parent Common Stock, as reported on the NYSE (as published in The Wall Street Journal or, if not published therein or incorrectly published therein, in another authoritative source mutually selected by Parent and the Company) for the ten (10) consecutive full trading days immediately preceding the Closing Date; provided, further, that if Parent declares a dividend with respect to shares of Parent Common Stock with a record date during such measurement period, an appropriate adjustment will be made to the Parent Common Stock Value for the days following such record date to take account of such dividend payment.
Parent Common Stock Value means the average closing sale prices for a share of Parent Common Stock on the New York Stock Exchange, Inc. (the "NYSE") Composite Transactions Tape (as reported by The Wall Street Journal (Northeast edition), or, if not reported thereby, as reported by any other authoritative source) for each of the ten consecutive trading days ending with the second complete trading day prior to the Closing Date (not counting the Closing Date). The Exchange Ratio shall be calculated to the nearest one-ten thousandth of a share of Parent Common Stock and the Parent Common Stock Value shall be calculated to the nearest one-tenth of one cent. "Consideration" means the Per Share Cash Consideration and the Per Share Stock Consideration. "Per Share Cash Consideration" means $9.00 in cash; provided that if Parent makes the Additional Cash Election (as defined below) and either (I) if the Parent Common Stock Value is greater than $25.77, then the Per Share Cash Consideration shall equal $9.00 in cash plus an amount in cash equal to the Additional Cash Percentage (as defined below) of the amount by which the Parent Common Stock Value multiplied by the Exchange Ratio is greater than $9.00 or (II) if the Parent Common Stock Value is less than $21.09, then the Per Share Cash Consideration shall equal $9.00 in cash less an amount in cash equal to the Additional Cash Percentage of the amount by which $9.00 is more than the Parent Common Stock Value multiplied by the Exchange Ratio. "Additional Cash Percentage" means 14.286% if the Stock Percentage (as defined below) is 65%, 25.000% if the Stock Percentage is 60% and 33.333% if the Stock Percentage is 55%.
Parent Common Stock Value means the volume-weighted average of the sale prices per share of Parent Common Stock as reported by the NASDAQ for the 60 consecutive trading days ending with the Merger Consideration Determination Date. The Parent Stock Consideration using the Exchange Ratio shall be calculated to the nearest one-ten thousandth of a share of Parent Stock and the Parent Common Stock Value shall be calculated to the nearest one-tenth of one cent. The Cash Consideration and the Parent Stock Consideration to be received by the holders of Common Stock hereunder (together with the cash in lieu of fractional shares of Parent Common Stock as specified below) are referred to herein collectively as the “Merger Consideration.”